UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the Month of June 2016
001-37403
(Commission File Number)
AMAYA INC.
(Translation of registrant’s name into English)
7600 Trans Canada Hwy.
Pointe-Claire, Quebec, Canada
H9R 1C8
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
On June 28, 2016, Amaya Inc. (the “Company”) announced the results of its Annual Meeting of Shareholders (the “Meeting”) held in Montreal, Quebec, Canada on June 28, 2016. At the Meeting, the shareholders voted on the following matters: (i) election of six directors to the board of directors of the Company (the “Board”); and (ii) appointment of the independent, external auditor of the Company and authorization of the Board to fix its remuneration. Each resolution was duly proposed and passed by a majority of votes cast in person or by proxy. The Company filed a report of voting results on SEDAR at www.sedar.com and issued a news release announcing the same, related matters and an update from the Special Committee of the Board. A copy of the report of voting results and news release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Amaya Inc. | ||||||||
| Date: June 28, 2016 | By: | /s/ Daniel Sebag | ||||||
| Daniel Sebag Chief Financial Officer | ||||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Report of Voting Results of Amaya Inc., filed June 28, 2016 | |
| 99.2 | News Release, dated June 28, 2016 | |
Exhibit 99.1
AMAYA INC.
(the “Corporation”)
REPORT OF VOTING RESULTS
(Pursuant to Section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations)
This report describes the matter voted upon and the outcome of the vote at the annual meeting of shareholders of the Corporation (the “Meeting”) held on June 28, 2016. The matters set out below are described in greater detail in the management information circular of the Corporation, dated May 27, 2016 (the “Management Information Circular”).
| Item Voted Upon |
Result of Vote | |
| 1. Election of directors proposed in the Management Information Circular | ||
| Divyesh (Dave) Gadhia |
• elected by the shareholders of the Corporation with 98.05% of the votes cast in favor and 1.95% of the votes withheld. | |
| Harlan Goodson |
• elected by the shareholders of the Corporation with 98.04% of the votes cast in favor and 1.96% of the votes withheld. | |
| Dr. Aubrey Zidenberg |
• elected by the shareholders of the Corporation with 95.73% of the votes cast in favor and 4.27% of the votes withheld. | |
| Gen. Wesley K. Clark |
• elected by the shareholders of the Corporation with 93.43% of the votes cast in favor and 6.57% of the votes withheld. | |
| Alfred F. Hurley, Jr. |
• elected by the shareholders of the Corporation with 96.36% of the votes cast in favor and 3.64% of the votes withheld. | |
| Paul J. McFeeters |
• elected by the shareholders of the Corporation with 98.02% of the votes cast in favor and 1.98% of the votes withheld. | |
| As such, each of the directors listed as nominees in the Management Information Circular were elected as directors of the Corporation until the next annual meeting of shareholders of the Corporation or until their respective successors are elected or appointed or they otherwise cease to hold office.
Mr. McFeeters had previously advised the Corporation that for personal reasons unrelated to the Corporation he would not be able to serve as a director following the Meeting. As a result, and as previously announced, Mr. McFeeters resigned as a director of the Corporation following the Meeting and the board of directors appointed David Lazzarato to fill the vacancy created by Mr. McFeeters’ resignation. | ||
| 2. Appointment of Deloitte LLP, London, England, United Kingdom (“Deloitte UK”) as independent, external auditor of the Corporation for the ensuing year or until its successor is appointed and authorizing the directors to fix its remuneration (the “Resolution to Appoint Auditor”). | • The Resolution to Appoint Auditor was approved by the shareholders of the Corporation with approximately 99.98% of the votes cast in favor and approximately 0.02% of the votes withheld.
As such, Deloitte UK was appointed as independent, external auditor of the Corporation until the next annual meeting of shareholders of the Corporation or until its successor is appointed and the directors are authorized to fix its remuneration. | |
DATED this 28th day of June 2016.
| AMAYA INC. | ||
| By: | (s) Marlon D. Goldstein | |
| Name: Marlon D. Goldstein | ||
| Title: Executive Vice President, Corporate Development, General Counsel & Secretary | ||
Exhibit 99.2
Amaya Shareholders Approve Resolutions at Shareholder Meeting
MONTREAL, CANADA/June 28, 2016 – Amaya Inc. (NASDAQ: AYA; TSX: AYA) is pleased to announce that all resolutions considered at today’s annual meeting of shareholders (the “Meeting”) were approved by its shareholders (the “Shareholders”).
Resolutions approved by the Shareholders present in person or represented by proxy at the Meeting were as follows:
| • | All candidates proposed as directors were duly elected to the board of directors of Amaya (the “Board”) by a majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting, as follows: |
| For | Withheld | |||||||||||||||
| Name |
Number | % | Number | % | ||||||||||||
| Divyesh (Dave) Gadhia |
57,333,465 | 98.05 | % | 1,140,431 | 1.95 | % | ||||||||||
| Harlan Goodson |
57,329,802 | 98.04 | % | 1,144,094 | 1.96 | % | ||||||||||
| Dr. Aubrey Zidenberg |
55,977,451 | 95.73 | % | 2,494,865 | 4.27 | % | ||||||||||
| Gen. Wesley K. Clark |
54,631,431 | 93.43 | % | 3,842,465 | 6.57 | % | ||||||||||
| Alfred F. Hurley, Jr. |
56,345,578 | 96.36 | % | 2,128,318 | 3.64 | % | ||||||||||
| Paul J. McFeeters |
57,317,858 | 98.02 | % | 1,156,038 | 1.98 | % | ||||||||||
| • | Divyesh (Dave) Gadhia, Harlan Goodson, Dr. Aubrey Zidenberg and Gen. Wesley K. Clark were each re-elected and Alfred F. Hurley, Jr. and Paul J. McFeeters were elected to the Board until the next annual meeting of shareholders of Amaya or until their respective successors are elected or appointed or they otherwise cease to hold office. |
| • | Deloitte LLP, London, England, United Kingdom was appointed as independent, external auditor of Amaya for the ensuing year or until its successor is appointed, and the Board was authorized to fix its remuneration. |
The resolutions are described in more detail in Amaya’s Management Information Circular, dated May 27, 2016, which was mailed to Shareholders and is available on SEDAR at www.sedar.com and Edgar at www.sec.gov.
Mr. McFeeters had previously advised Amaya that for personal reasons unrelated to Amaya he would not be able to serve as a director following the Meeting. As a result, and as previously announced, Mr. McFeeters resigned as a director of Amaya following the Meeting and the Board appointed David Lazzarato to fill the vacancy created by Mr. McFeeters’ resignation.
Also following the Meeting, the Board appointed Mr. Gadhia to serve as Chairman of the Board. Messrs. Lazzarato, Goodson and Hurley will serve as members of the Audit Committee of the Board and Messrs. Hurley, Gadhia and Goodson will serve as members of the Corporate Governance, Nominating and Compensation Committee of the Board. Mr. Lazzarato will chair the Audit Committee and Mr. Hurley will chair the Corporate Governance, Nominating and Compensation Committee. The members of the Special Committee of the Board (the “Special Committee”) are currently Messrs. Gadhia, Goodson and Lazzarato, with Mr. Gadhia serving as chair.
Special Committee Update
The Special Committee continues its review of strategic alternatives and remains focused on its goal of determining the best outcome for Amaya and its shareholders. The Special Committee’s mandate also includes responsibility for investigating allegations made by the Autorité des marchés financiers (AMF) with respect to Mr. Baazov. That investigation by the Special Committee and its counsel is also ongoing.
As previously disclosed, several parties, including David Baazov, who is on a leave of absence as Chief Executive Officer of Amaya, have entered into confidentiality agreements with Amaya. A number of these parties have received management presentations and are conducting due diligence. Recently, one more party entered into the process.
While there can be no assurance that this process will result in a transaction of any kind, the Special Committee is focused on completing its review of strategic alternatives in a timely manner. The Special Committee believes the interests of Amaya and its shareholders are best served by maintaining confidentiality around the details of this process, but will provide further updates to shareholders as circumstances warrant.
About Amaya
Amaya is a leading provider of technology-based products and services in the global gaming and interactive entertainment industries. Amaya ultimately owns gaming and related consumer businesses and brands including PokerStars, Full Tilt, BetStars, StarsDraft, the European Poker Tour, PokerStars Caribbean Adventure, Latin American Poker Tour and the Asia Pacific Poker Tour. These brands have more than 100 million cumulative registered customers globally and collectively form the largest poker business in the world, comprising online poker games and tournaments, live poker competitions, branded poker rooms in popular casinos in major cities around the world, and poker programming created for television and online audiences. Amaya, through certain of these brands, also offers non-poker gaming products, including casino, sportsbook and daily fantasy sports. Amaya and its group companies have various gaming and gaming-related licenses or approvals throughout the world, including from the United Kingdom, Italy, France, Spain, Estonia, Belgium, Denmark, Bulgaria, Greece, Ireland, Romania, the Isle of Man, Malta, the State of Schleswig-Holstein in Germany, the Provinces of Quebec and Ontario in Canada, and the State of New Jersey in the United States.
For further information:
For investor relations, please contact: Tim Foran, Tel: +1.416.545.1325, ir@amaya.com.
For media inquiries, please contact: Eric Hollreiser, Press@amaya.com.